CECO - NASDAQ

Good morning. And welcome to the CECO Environmental Third Quarter 2024 Earnings Conference Call. All participants will be in a listen-only mode. After today's presentation, there will be an opportunity to ask questions. [Operator Instructions]. Please note, this event is being recorded. I would now like to turn the conference over to Steven Hooser, Investor Relations. Please go ahead.

Thank you, Liz. And thank you for joining us on the CECO Environmental third quarter 2024 earnings call. On the call with me today is Todd Gleason, Chief Executive Officer, and Peter Johansson, Chief Financial and Strategy Officer. Before we begin, I'd like to note that we have provided a slide presentation to help guide our discussion. The call will be webcast along with our earnings presentation, which is on our website at cecoenviro.com. The presentation materials can be accessed through the Investor Relations section of the website. I'd also like to caution investors regarding forward-looking statements. Any statements made in today's presentation that are not based on historical fact are forward-looking statements. Such statements are based on certain estimates and expectations and are subject to a number of risks and uncertainties. Actual future results may differ materially from those expressed or implied by the forward-looking statements. We encourage you to read the risks described in our SEC filings including on Form 10-Q for the quarter ended September 30, 2024. Except to the extent required by applicable securities laws, we undertake no obligation to update or publicly revise any of the forward-looking statements that we make here today, whether as a result of new information, future events, or otherwise. Today's presentation will also include references to certain non-GAAP financial measures. We provided a comparable GAAP and non-GAAP numbers in today's press release and provided non-GAAP reconciliations in the supplemental tables in the back of the slide deck. With that, I'd now like to turn the call over to Chief Executive Officer, Todd Gleason. Todd?

Thanks, Steven. Let's dive into our material as we have a number of items to cover. Please turn to slide number 3, which summarizes today's earnings report. As the slide highlights, there are four key takeaways from today's report. We will spend more time on each of these items throughout our earnings deck, but to summarize, first, we had softer than expected third quarter revenues and associated income as we could not overcome customer driven delays in a handful of larger projects. Although the delays are frustrating, we expect these projects to begin delivering in Q4 and into the first half of 2025. So we understand the cause on our third quarter shortfall and we are confident we will deliver these delayed results in upcoming quarters. Second, while our Q3 earnings fell short, new orders of over $160 million in the quarter were a record for a Q3 and essentially tied our largest quarter ever. Our bookings remained balanced across small, medium, and large orders. And we booked a very large energy transition project related to a full emission management solution for the gas power industry. These large energy transition projects have been in our sales pipeline for the entire year. So it was great to see these orders start to convert. Additionally, we have similar opportunities in our pipeline and have already secured another large project this month. In fact, we expect October to likely be a record month with over $100 million in orders, setting us up for a fantastic finish for the year. As a result of these record bookings, our backlog reached a new record level of $438 million. This is the first time we eclipsed the $400 million level in company history. With our Q4 bookings and the significant pipeline of global opportunities across industrial air, water, and energy, we expect to continue to set new record backlog levels as we progress forward. Moving to the third item, today, we announced two very exciting transactions as part of our continued programmatic M&A process. Each of these transactions will expand our portfolio and unlock new industrial and geographic markets for robust growth. The first transaction is the acquisition of WK Group, which we closed in early October. WK is an internationally based industrial air business that expands our global reach and leadership position in solving customers' critical exhaust air and waste stream treatment challenges. The company is headquartered in Germany and also has a very strong Asia-Pacific presence led out of Singapore. For further details on WK, please see slide number 17 in the appendix. We welcome WK to the CECO organization. Also this morning, we announced a transaction to acquire Profire Energy, our largest acquisition in my tenure with CECO. And I look forward to describing the deal and the company over the next few slides. And to finish out this slide, we will be providing you an updated outlook for 2024 and introducing full year 2025 guidance. In summary, while we were never pleased to fall short of expectations, we own it. We continue to execute at a very high level on what we can control, building a robust sales pipeline, booking record orders, growing our record backlog, expanding operating margins and executing our programmatic M&A in support of our portfolio transformation. These are all key elements of delivering sustained long-term value creation. Please turn to slide number 4. As today's press release highlighted, and I have already mentioned, this morning, we announced the transaction to acquire Profire Energy, a NASDAQ-listed, publicly traded company based in the Salt Lake City area and with operations in Edmonton and various cities in the US. Let me walk through this slide to summarize the strategic alignment and long-term value creation opportunity. This transaction is expected to close in early 2025 and the company currently estimates funding net proceeds of approximately $108 million at closing. Pre-synergies, the deal has an estimated value of approximately 9 times EBITDA to enterprise value. After synergies, the deal is expected to be valued at closer to 7 to 7.5 times EBITDA after the elimination of significant public company costs, deployment of operational best practice initiatives, and realization of achievable commercial opportunities. Profire has a strong niche leadership position in combustion management and controls for largely North America customers in predominantly energy markets. This delivers a financial profile consistent with their leadership position. In the past few years, the Profire team has made very effective investments and strategic shifts in sales channels to further expand their revenues in broader diversified industrial markets, which currently represents approximately 15% of their sales. With our international resources, we expect to accelerate geographic expansion and we intend to utilize CECO's leadership positions in various industrial air and water markets to rapidly grow Profire's industrial mix. This business currently operates in a manner very similar to our current platform operating model, which will ease the integration and capture the benefits of the transaction. As the takeaway on the slide highlights, we are adding talent, a tremendous combustion management knowledge base, a world-class R&D facility, market leadership, and a strong financial profile. And with our track record of acquiring good growth businesses and investing in their continued success, we anticipate even more growth in Profire for years to come. Can't wait to create more value together. Please turn to slide number 5. This is our standard acquisition snapshot slide. I won't read all the information, but you can see we provide more insights on Profire's products and solutions as well as their end markets. We also capture some of their key locations and some detail around their resources. I would highlight that Profire has an impressive installed base that is approaching 100,000 systems, many of which are starting to enter a replacement cycle. This installed base is a significant opportunity, and we look forward to ensuring we maximize the full potential by utilizing their current field services team and adding resources as growth supports. As I said, this transaction is expected to close in early 2025, and our teams will remain focused on delivering for our respective customers. With that, I'll now hand it over to Peter to walk us through additional detail regarding financial performance for the third quarter. Peter?

Thank you, Todd. Good day, everyone. Thank you for attending our third quarter 2024 earnings call today. Please turn to slide number 7 where I'll give you a quick rundown of CECO's financial results for the quarter. Starting with backlog, Todd previously mentioned we closed the quarter with a record backlog balance of $438 million. This is an 11% increase versus prior year and a 12% increase sequentially versus the prior quarter, with all signs pointing towards this number being higher by year-end. Orders in the quarter of $162 million represent a 12% increase versus prior year, up approximately $20 million sequentially. Timing variability impacted the TTM levels with orders down 5% on a trailing 12-month basis. I'm pleased to see that the start of the fourth quarter has been the strongest of any quarter since my arrival two-and-a-half years ago, with orders in the month-to-date period exceeding $100 million. Revenue in the quarter was $136 million, which was down 9% year-over-year due to two main factors. Large projects experiencing delays in execution, external to CECO, for which we were instructed by a handful of customers to pause work until Q4 or next year. In the quarter, that comprised approximately 4 to 5 points of our revenue shortfall. And the second factor was delays in bookings on the year-to-date basis that impacted our ability to recognize revenue as progress in the third quarter was limited. The impact of that factor was 2 to 3 points of the shortfall, with the balance of the 9 points being typical job timing. While this resulted in a third quarter miss, I want to reiterate that this revenue will be made up in subsequent quarters and point out that, on a TTM basis, we are still growing at high-single digits. In the quarter, we delivered $14.3 million of adjusted EBITDA, a figure down 5% year-over-year on lower volumes. The gross profit margin in the quarter was 33.4% at 450 basis points versus the same period in 2023 as our material sourcing and productivity initiatives continued to deliver and the benefits of an improving portfolio and business mix are realized. Adjusted EBITDA margin in the quarter of 10.6% is up 50 basis points and approximately 130 basis points on a TTM basis. Gross profit and adjusted EBITDA margins continued to be in line with our expectations and reflect the progress we continue to make with our operational excellence activities. I feel very good about the strategic focus of our teams. Our teams are executing to manage costs, improve execution, and secure projects with higher underlying margins. Finishing off with the final two items on the page, adjusted EPS was down $0.08 as a result of lower adjusted EBITDA and in-the-quarter tax items, which were partially offset by lower interest expense, and cash flow, down versus the prior year on a tough comparison driven by working capital timing. Now let's turn to page 8 for a deeper look into gross profit. On this slide, we present CECO's gross profit performance by quarter on a TTM basis to neutralize for quarterly fluctuations, looking back over two years. Over that time, we have expanded margins by approximately 500 basis points, with gross profit dollar growth of approximately 23% on a compounded annual basis. The trajectory of margin improvement reached an inflection point, approximately one year ago in Q3 of 2023. It was in this period when after Todd and I felt we had solidified the organic growth component of our operating model and we completed the Kemco acquisition, we shifted focus towards advancing the operations excellent component of our operating model. A result like this doesn't happen by chance. It is the result of advancing a number of the initiatives in our operations excellence playbook. These include portfolio transformation and M&A integration, project execution and economics, material sourcing and logistics efficiencies. This work continues to be a focus of our operating teams with assistance from corporate specialists in HR, IT, supply chain and operations excellence. As you can imagine, none of this was achieved without overcoming some challenging headwinds, including supply chain efficiencies, various sources of inflation, and project complexities and delays. In summary, improving profitability and margins is a journey, requiring a balancing of risk and a capturing of opportunities. And we feel that CECO is well positioned with our internal resources and organization to continue to sustain this performance. Moving to slide 9 for a quick review of cash flow and liquidity. Before we start on slide 9, though, I want to remind everyone that, on October 15th, we announced the details of a significant upsizing to our senior secured revolving credit facility, expanding from approximately $250 million to $400 million of capacity. The facility is now all revolver and increases our ability to fund investments in organic and M&A growth. business improvements and upgrades to our capabilities and systems. Additional details on the new credit facility can be found in the October 15th press release and associated 8-K on our website. Turning to slide 9 now. Slide 9 is a new format when compared to previous earnings. Starting on the left side is a free cash flow walk down from net income on a year-to-date basis. As of September 30th, we delivered less free cash flow on a year-to-date basis due to working capital timing and higher capital expenses. Working capital is lower by approximately $7 million, negatively impacted by customer payment timing. This quarter was also a difficult comparison to prior year's record customer payments. CapEx investments were up approximately $6 million year-over-year as we continued our investments in our ERP migration and consolidations and upgrades to machinery and facilities in select locations to improve output, deliver productivity, and deploy Lean production techniques. On the right side of the slide, we are presenting a more streamlined bridge of the sources and uses driving the change to our net debt position. We ended the third quarter with a gross debt of approximately $129 million and a resulting net debt of approximately $90 million, yielding a leverage ratio of 1.6 times bank EBITDA, up slightly from year-end 2023. Our available capacity of $97 million at the end of the quarter is a decrease of approximately $20 million from the year ago period, which is attributable solely to our max leverage ratio stepping down from 4x at year end to 3.5x on September 30th, a condition built into our previous credit facility. It should be noted that this base capacity, when combined with various additional expansion levers built into our new credit facility, ensure that we will have sufficient capacity to close on the Profire acquisition, fund additional investments, and meet CECO's working capital needs. With that, I conclude my summary on CECO's third quarter 2024 results and turn the mic back over to Todd.

Thanks, Peter. So, let's turn the page and discuss what we are seeing for the remainder of 2024 and as we head into 2025. Please go to slide number 11. We are updating our full-year 2024 outlook, essentially going back to the 2024 guidance initially presented prior to the raised guidance that we provided mid-year. We are signaling a higher book-to-bill of 1.2, which is up from 1.05 to 1.1, as our orders are expected to remain very strong. However, we are adjusting revenue and EBITDA back to those original outlook levels. For revenue, we forecast $575 million to $600 million, which is up approximately 10% year-over-year at the midpoint. And for adjusted full year EBITDA, we forecast $65 million to $70 million, up approximately 17% year-over-year at the midpoint. Unfortunately, the anticipated upside that influenced our midyear guidance raise stalled as a result of the customer-driven delays in projects as well as in booking some of our larger orders. Still, despite the challenges in the operating environment, our full-year outlook is one of double-digit sales growth and high-teens EBITDA growth. And our orders are expected to be a full year record, producing record backlogs, which really tees up 2025 very nicely. Speaking of 2025, let's discuss how we plan to deliver robust growth for next year. Please go to slide number 12. One of the best indicators for growth is a large and growing backlog. As we have said, we exited Q3 with record backlog levels of $438 million and with our outstanding Q4 orders to date – bookings, excuse me, we expect to see a higher backlog heading into 2025. The large energy transition gas power jobs are starting to be realized with more opportunities that are each valued at or above $50 million, likely closing in either late Q4 or 2025. In addition to these exciting gas power projects, we have a robust pipeline which includes data center, industrial water, industrial air, and infrastructure. These order pursuits are well balanced between small, medium, and large opportunities. On the margin side, as Peter noted earlier, we have demonstrated our ability to expand margins in a consistent manner, and we are confident that our operating excellence programs will continue to deliver great results. That productivity, coupled with higher volumes, should enable meaningful EBITDA margin expansion. Our programmatic M&A remains an important aspect of our transformational journey and a boost to financial results. With today's announcement, we have added a second business to our industrial air portfolio in WK, and we will add Profire and their strong margin profile to our rapidly strengthening portfolio of leading industrial environmental solutions businesses. Moving to slide 13, just a very quick exclamation point on the record backlog which provides visibility towards future growth. As the slide shows, we have steadily increased our backlog from a little over $200 million a few years ago to now over $430 million at the end of Q3, and we anticipate adding to this backlog throughout the remainder of the year, a backlog that rarely experiences debookings or cancellations. Now that we have covered the keys to growth and our backlog position, let's review our outlook for 2025. Please turn to slide 14. Let me start on the top half of the page with revenues. We are introducing a range of $700 million to $750 million for full year 2025, a 25% year-over-year increase at the midpoint. Top line growth is essentially split between organic and inorganic. The organic growth comprises revenues that we expect to push out from 2024 as well as higher organic growth given our large bookings. The inorganic growth comes from the acquisition of EnviroCare in July, WK which we just closed earlier this month, and a full year of Profire sales assuming that transaction closes at the beginning of the year. On the lower half, we are introducing an adjusted EBITDA range for full year 2025 of between $90 million to $100 million, representing a 40% increase year-over-year which is equally balanced between organic and the full year benefit of the three acquisitions. This guidance also reflects another solid year of margin expansion delivering 13% to 14% adjusted EBITDA margins at the midpoint, an expansion of more than 150 basis points year-over-year. Now, we all know that stuff happens and we don't have a crystal ball, but what we do have as we start to close out 2024 and align our teams for 2025 is a good amount of visibility with respect to our backlog, great visibility to the upside from M&A, and strong orders momentum and a growing sales pipeline. Those items, coupled with the progress we continue to make with margin expansion, is very encouraging. We look forward to wrapping up a solid 2024 and driving even better performance in 2025. Let's turn to slide 15 for some concluding remarks. In summary, we are disappointed to have missed expectations in the third quarter, but we remain confident in our overall trajectory and our outlook. We have a great backlog, we have strong bookings, and a growing sales pipeline. We remain confident our programmatic M&A will continue to add sustainable value creation, and we are excited to welcome these businesses to our leading portfolio. Finally, as always, I want to thank Team CECO for delivering for our customers and navigating complicated and challenging markets. You inspire all of us every day. And with that, we'll now open up the call for questions. Operator?

[Operator Instructions]. Our first question comes from Rob Brown with Lake Street Capital Markets.

First question is on the order environment. I think you talked about one large power plant project that has been booked, I guess, as of September and then a couple more in October. Could you just clarify kind of the opportunities set in those large projects and what you've booked and I guess what is still outstanding or potential?

I'll start and then Peter can add to it. We'll try to keep it short because there's a ton of material here in this area and we've been highlighting it all year. So, look, there's obviously been a much discussed need for additional power. There's also an ongoing conversion in the energy industry and energy space converting coal to natural gas fired power plants, adding more scale with respect to solar and wind, etc., backup power for those applications as well as more power for data centers as well as on on-site backup power for data centers. All areas where we have been articulating are real, are providing us and a lot of folks in the industry with a lot of opportunities and we had initially anticipated that those bookings would come earlier in the year and they're starting now. So the project that we booked at the end of the fourth quarter is a natural gas fired power plant. The projects that we booked in October are similar. Each of them, we believe, represent the leading position that we have to solve critical emissions applications for power generation at very complex full systems. So these projects are anywhere between $25 million to greater than $50 million. We think that if you want to call it the – the levy is sort of opened now for things to start moving in a more efficient manner. These jobs have started to be permitted and approved. Companies are being notifying suppliers and support partners like us. And while we anticipated that maybe one or more of these would have booked in our favor in the first half of the year, we're pleased to see that those are now starting to open up in the fourth quarter and at the end of the third quarter, obviously.

Rob, from a numbers standpoint and the dynamics Todd just described, yield a pipeline with between 15 and 20 active opportunities in total. The total realized value could be as high as $450 million over the next eight quarters. Now some of that will move in and out based on availability of equipment permitting and our ability to succeed in capturing that business, but that's the growth opportunity in the US. We haven't begun to detail the Middle East and their requirements and India and their requirements, but we estimate them as equally large.

On Profire acquisition, what's sort of your view on synergies. I think you gave numbers that were more public company cost synergies, but could you describe the sales or revenues synergies that you think you can get there?

Today, the business is essentially a North American business with 80% to 85% of its revenue in its core traditional markets, which you know well. We anticipate, through bringing the business into our Middle East and Southeast Asian energy channels, substantial upside – the markets are as large, if not larger, than the US production markets and transport markets. And on the industrial side, as they begin to scratch the surface of new applications, we think that is a substantial opportunity, Rob, probably – and the potential to take the mix of industrial to core or traditional business to 40% of overall sales.

We have known the Profire business and admired their success for a while and had even sort of certainly evaluated opportunities to look at business development programs where they're leading solutions around combustion management, could potentially work with ours in a variety of ways. It sort of helped lead to a development of a good relationship with the organization and in a sense helped to introduce this topic to both of us, which makes a lot of sense, not just from the synergies perspective. But, again, we have a lot of experience and comfort in acquiring growth companies and helping to unlock that growth even further. So the synergies that are certainly associated with both companies being public. And that's an obvious opportunity for us to capture as well as now synergies that we've already put in place with the infrastructure in the industrial markets, the infrastructure in international markets. And we can really accelerate a partnership here to bring their products more quickly through our channels.

Our next question comes from Aaron Spychalla with Craig-Hallum.

Maybe first for me, can you just talk a little bit about the confidence in the customer delays closing in kind of fourth quarter and the first quarter? Just looking at the 2025 guidance, a little wider ranges than typical. Can you just talk a little bit about the puts and takes on that and just maybe how you're thinking about kind of that order to delivery timeline in the guide?

It's a good question, Aaron. It's fair. And I certainly would recognize, as we all do, that this has been a bit of a repetitive theme that things have been a little slow to execute on larger projects that are in our backlog throughout the year. And again, we have had a decent size as our slides and as our material is highlighted somewhere between $15 million to $30 million worth of project delays. Now, those projects are starting and that's good. How fast can we start to work with the customer to execute and do various areas of delivery? The way we recognize our revenues and projects on a percent of complete basis, which is standard, will dictate how fast we can turn what is in our backlog into our P&L into our revenue and income. Certainly, we would like to see as much as possible in the fourth quarter, which would take some out of next year. But if it doesn't happen in the fourth quarter, then we have a little bit more rolling into next year. So in a sense, Aaron, that answers your question. Where we sit today giving guidance in late October for next year, we see there could be a slightly larger range just based on the visibility that we have in our backlog. And so, that's essentially why we have a little bit of a wider range. It's either going to be a little bit more in the fourth quarter, which is great. And that's incorporated in the range or it's going to be a little bit that moves out of the fourth quarter and into the next year, which is incorporated in both ranges.

Second, with kind of the pipeline continuing to grow and looking at this guidance and the opportunities you kind of laid out, can you just talk about how you feel about capacity today and some of the areas of investment that you see for the business to make to capitalize on that growth?

Again, a good question with respect to capacity and our ability to manage, execute, capture the growth. I will say, and it's an area of operational execution that we believe we're very good at. But it also sort of is reflected a little bit in our third quarter earnings mess. And let me explain. As we have record bookings in the third quarter, if we were a different company that might have a majority short cycle sales, those bookings are sales, right? And we would probably start to ship and move quickly to recognize those sales as they are their projects. And so, they go into our backlog and we are preparing to execute on those projects. The combination of our backlog that has been delayed, as well as the new bookings that now are in backlog, we want to have a rightsized organization to execute on what's in front of us. And so, the trick is, of course, not adding too much G&A or too much costs ahead of bookings or ahead of the need for those resources to execute. But the other trick is we can't just willy-nilly remove costs in a tough quarter and then have to go back a quarter or two down the road and add it all back, getting qualified technicians, engineers, project managers, field service technicians. It is tricky. So the third quarter represents both some of the best of CECO and with respect to our great bookings. It also represents a little of the challenges we have when we have project delays because we need these resources to ensure exactly the question you're asking that we have the capacity, we have the capability to go execute. So when timing works in our favor, then we have tremendous leverage on that bottle. When timing works against us a little bit, we just have to be patient.

Aaron, in the supply chain, we're constantly monitoring our suppliers, our fabrication partners' abilities to flex. And where we feel there may be challenges, we have a conscious effort to add and qualify new fabrication sources. That effort is ongoing in Korea and Vietnam. It's ongoing in India for – part of our strategy is to make as close to where we sell. We're working with additional fabrication partners in Canada and in the United States to address the buy America provisions of many of our customers as they're receiving dollars from either US government or other government related subsidies. And we think we're ahead of that. We think we're in a very good position there relative to supply chain and supplier availability.

Our next question comes from Gerry Sweeney with ROTH Capital.

I just want to dig a little further on the energy side. So I think you mentioned, Peter, 15 to 20 opportunities, $450 million over eight quarters. I'm assuming that's maybe bookings over potentially over eight quarters on those 15 to 20 opportunities.

Yes, that's right. That's booking. And with jobs delivering out through the end of the decade. These jobs take three to five years from inception to completion. And you may have recently seen the GE Vernova pronouncements of these constraints they're seeing in the supply chains that feed them. So it's all about getting turbines into the field.

I want to touch back on that in a second. But I think you mentioned 15 to 20 opportunities. And my words, not your words, but I thought you said maybe last quarter or earlier this year, you were looking at like 12-ish different opportunities. So I guess the question here is, are we seeing the expansion on opportunities?

Yes, we are. I'm referring to qualified opportunities. There's way more on paper than are going through permitting and execution. Our teams are working on a pipeline that's greater than the qualified number.

And that $450 million, roughly, what's the win rate of those 15 to 20 to get to that $450 million?

That's the total pipeline. Our historical win rate would put us estimating a lower number. But there's two competitors. So I'll let you estimate it.

Switching over to the profile, I was wondering if we could go dig in just for a minute or two, a little bit more about their model, right? So I was curious as to how much of this is sort of a – I was paging through – by the press release, I jumped on the website, etc. And I know the company a little bit, but it's been some time. But how much of it is sort of recurring revenue versus product sales?

If you look at the business today, call it, recurring revenue – and it is defined by replacing themselves supplying spare parts and service – is about 20%, 25%. Their service teams in the field do a lot of commissioning and startup, as well as customer diagnostic. They're not necessarily a repair service organization. They will be critical to this pending replacement and upgrade cycle.

We think it's now accelerating in it being the appropriate time for that replacement.

What's a typical unit sell for if you're going to replace it? You don't have to go into that in much detail if you don't want to at this point.

Gerry, that's something I would misquote at this time. So we'll get back to you with that.

Compared to our standard CECO sale, if you want – these are well priced products for the market, but certainly much smaller than the average price tag for what we would have. So these are in the –

These are not product sales.

These are low thousands of dollars per unit. Mostly.

We can scratch that question. I apologize. It just popped into my head when it came up. So I understand. Maybe one more question on profile. As you look – obviously, they have a good US/North America base and you sort of touched on it, I think, in your remarks, but when you look at your investment base or your customer base outside the US or even inside the US to some degree, how much opportunity is there with existing clients to maybe cross sell into that base.

Well, it's not about a cross sell, Gerry. It's about taking this model that works so well in the US and supporting midstream and downstream producers and migrating it to other markets that behave similarly that use the same equipment, for which profile is yet to be able to tap. So if you look at all of the infrastructure that's required to treat, move and use oil and gas in the Middle East and Southeast Asia and to some extent in Africa, they don't have a footprint. We have a very sizable footprint. It's leveraging our existing infrastructure commercially and existing customer relationships in those regions and bringing them to market to our teams. So that's lever one. Lever two is introducing the organization of profile and their business development specialist to industrial customers that we work with that have a need for this technology and then, some degree, stepping out of the way. It's making the introduction. It's connecting the right people in the organizations and then letting them do what they do well, which is sell their applications as the leading provider of the tech.

And I suspect they were not in Middle East, North Africa because…

That's correct. Gerry, 97% of the sales in the USA and Canada. With our global footprint, we have locations to distribute product and provide service team basing.

Our next question comes from Jim Ricchiuti with Needham & Company.

You touched on this in terms of the impact of some of these delays. I guess, one of the questions I have is there's a component of this that is normal course of business type delays that you guys have experienced, I assume. But I'm also wondering how much of this is a function of just these larger deals that you've alluded to and it's just – as we think about the impact and appreciate the outlook for 2025, does some of that impact the early part of 2025?

It certainly could impact the early part of 2025. As you can imagine, we're working through our plans and how the quarterly linearity looks like as we go into 2025. So we'd be happy to kind of work through our sort of a view of that as we as we go through the year here, Jim and all. So a couple things. Yeah, there's always delays. That said, I might submit that, a year ago and the last year-and-a-half, as we were coming out of COVID and the supply chain issues that had been negatively impacting a lot of companies. As we emerge from that, projects were actually booking faster and moving faster, and maybe it was a bit of a relief factor from, oh, we can actually get caught up here. We're seeing a little of the opposite now on what I'll kind of call meaningfully sized jobs. Either there is delays in multiple factors associated still with supply chain or availability of people resources, which is one of the things we've heard. We also understand that some projects are sort of waiting for certain known factors to become completed, whether it's the presidential election or where interest rate is going. So, look, I think sometimes you have an economic or an industrial environment where there is one factor and you know that there's one factor that is either influencing an acceleration or a deceleration of activity. In this case, I think what we're seeing is a multitude of smaller factors that in some projects have a higher weight for one of those, like resource availability. On another project, there's a higher weighted factor associated with, well, we're going to wait until after the election. And then yet another project, it could be a little bit of a delay associated with interest rates and funding or permitting or government monies that need to go through a much longer, slower process to be allocated and distributed. So that is what we know. Look, these things are outside of our control and at times outside of our customers' control. In those scenarios, are we seeing de-bookings? In fact, we've received a unanimous vote of confidence from our customers that these projects are going to happen. It is just we're going to start later in the year or we're going to start next year. And so, there's very little we can do to do pre-work until they give us the approvals of our engineering designs and similar. So, here, we wait a little bit and it's been frustrating a little all year because we have certain two or three jobs that had they just moved forward at the beginning of the third quarter, we wouldn't have had a gap. Just two or three jobs have enough revenue that we're talking 10 to more – $15 million, $20 million could have actually executed in the third quarter with deliveries, etc. Look, we're certainly never going to be negative on a customer. We understand that they're working through a number of factors that are in and outside of their control, but it's a complicated environment and we're patient and we look forward to executing. These jobs don't go away. They just move to the right.

Yeah, I'll highlight one that's extraordinary to make Todd's point. We have a customer in the Middle East that we work with very frequently. Two very nice projects where we were selected and competitively succeeded against one of the largest water services supply company in the world. We were sitting down to finalize contracts when they came to us and said, we're still working through our financing on this project. We're unable to at this point underwrite with bonding this job. We need to be patient. Are you going to hang in there with us? We said, yes, we extend our bid 30 days. They went back to their banks, got recapitalized, and now they've kicked off this month with work starting next month. That's an extraordinary instance. We didn't experience that in the last three years. This is a company that's suffering growth pains. They have so much work that they actually had to go back and get more money, and which is a good thing, but it led to a delay. That's just an example of some of the external factors that can add to the uncertainty that we experienced in the third quarter. We went from receiving verbal communication to an issued PO to, guys, you've got to stop work because we don't have the ability to start.

Todd, you touched on the issue of resources. I'm wondering, just given the backlog that you have, given the pipeline that you guys are chasing and see out there, do you see the need to perhaps look at increasing resources as you go after this larger book of business?

It's something that we constantly review and discuss in our platforms. I think, look, certainly, we don't make acquisitions for this purpose, but there are very important benefits of these transactions with respect to some of their great talent. The ability to partner now in a combined way with EnviroCare, who has a tremendous amount of knowledge in an industry and a segment, and we have a tremendous amount of experience and connections in another segment. The fact now that we have each other's resources versus us hiring 15, 20, 30 people to go pursue an industry. We now have a very talented, established, seasoned group of niche industry leaders that we're able to grab onto. Similarly with WK, we have been steadily growing internationally. Western Europe and Southeast Asia and other markets have provided – we see those opportunities. Now with WK, we have resources. That allows us to turn the lights on faster and to partner. Of course, Profire is in front of us, but, again, we have a lot of respect already for their leadership team, their capabilities, the product management leadership, their R&D. There's a lot that these acquisitions provide with resources to not only support those businesses, but cross support each other's growth. So those efficiencies are really important as we execute on our pipeline.

Just quickly on Profire, revenues have been volatile, particularly during the pandemic, but is that growth rate that they show from 2018 through 2023 all organic? Were there any M&A that contributed meaningfully to those revenues?

It was organic.

Largely organic.

The market recovery, new product introduction, and the expansion of their business into adjacent markets, utility and industrial markets.

Our next question comes from Bobby Brooks with Northland Capital Markets.

To start on Profire, they've seen industrial revenues grow from about 1% of revenues right in 2021 to now 15% of sales over the last quarter. And then, I believe you guys mentioned earlier that you think you can grow those industrial revenues to be about 45% of the business. With that in mind...

Bobby, the number I gave you was approximately 40% of industrial's share of revenue.

Okay, so 40%. So just with that in mind, Profire's earnings deck has a whole page of logos for industrial customers, but it's still a really small base for them, right? So I was hoping you could give us a sense of how big industrial projects usually are for Profire and maybe how big do you think those could get going forward?

We'll have to get back to you after we've spent some more time going through the differences in customer profiles that they're experiencing. The industrial customer is different from their traditional customer, and so they've done some product adaptation and the service model is different as well. So we're going to get our arms around that more fully and that's an answer that will evolve over the next 90 days.

Maybe going to how you grow it to 40% of – industrial sales being 40% of revenues, I know obviously you've talked about just bringing their solutions to new geographic areas as well as just being the bridge to introduce them to new customers. Could you just maybe give us any more detail on that or maybe any specific types of customers you think that come to mind that would be clear beneficiaries of you connecting them to Profire?

I think, look, we like the question, we appreciate the question, and absolutely a focus for us. We haven't closed on the transaction. And as we've said, it's an early 2025. We expect it to be an early 2025 closure. So it would be a little premature for us to start to articulate that type of activity because frankly it hasn't happened yet and nor should it. They're still operating as a standalone public company. We're operating as a standalone public company. I can tell you that we have a pretty good view of a tremendous amount of industrial applications and relationships and we have products that are going to benefit down the road from working together and bringing solutions to market. But until the deal closes, we're not really working on customer lists and certainly we're not there and nor should we be.

I can appreciate that. I guess I was just asking like just off the top of the head, like, the aluminum can business could use these solutions, but I can appreciate that answer. I guess the next question would be, you mentioned the %100 million of orders this month, could you maybe sparse out, is that mostly attributable to one large energy project, or has it been a couple different projects? Just kind of curious of the makeup of that.

I'd say it's two-thirds diversified across a variety of our markets, brands, and platforms, and one-third associated with a large energy transition project to date in the month. Look, it's a meaningful project that we booked in October, but we're already over $100 million, I'd say that that's a little more than a third, but let's go with about a third of our orders in the quarter to date.

Okay, I understand. And just last question for me, on the WK acquisition, obviously, it seems that this is kind of to build out your international presence, but I was just kind of curious on what are some example products or applications that WK will now give to your organization, or is it really more just of a focus of getting entry into new markets?

I would point you to page 17 where we highlight the core applications of the business. The one area that they excel in is using gas at high temperature to incinerate waste and then capture the incineration byproducts before they're exhausted. And if you can imagine that there's a control system that we, company, that we are looking to acquire that manages and combusts gas, they might have something to do with one another. They also have a very strong position in some R&D and new products that we would be acknowledged that we're behind on. And so, as we work together, which is a newly acquired business now, we're only a few weeks in, but our teams are already engaged very aggressively on getting to know each other, their product capabilities and their variety of – their industrial air portfolio. Very much fits ours, but it brings some new efficiencies, some new technologies, and frankly, some innovation that we were behind on and we look forward to capitalizing from their already completed investments.

Our next question comes from Sameer Joshi with H.C. Wainwright.

In your 2025 guidance for EBITDA, it seems that even the organic incremental revenue year-over-year is expected to garner 20% EBITDA margins. Should we expect that level of EBITDA margins from your historical revenues as well going forward? [Multiple Speakers]

It's a good question again because of how we presented on the slide. Look, there's at least two ways to do a guidance EBITDA walk considering that's what we're showing you. One way is the way we didn't do it, but we could have where we break out the categories in a different way, including things like price mix, productivity. So there's an approach where you try to provide as much visibility to maybe how those impact our margins going from 10% to 15%. If I'm just using that as an example, how do you get that margin expansion by component? The other way is to, in a sense, bundle it like we did and say, look, productivity, price and mix, and the benefits of certain other, whether it's synergies or execution, is just embedded in the sales growth. So what we did was when we created the revenue walk to walk through projects that were delayed that could push over into 2025, as well as the high single-digit organic growth outside of that, as well as the M&A that we've already announced or completed, we said each of those with the components embedded in them from productivity to synergies to efficiencies will deliver, we believe, at or above 20% EBITDA margins. And the core, which was our guidance for 2024, is our core, is that the margins it's at. So the way we're walking, 2024 to 2025 from an EBITDA margin is – we're just leaving that core the same and then every component from there walks up 20%, 20% to provide you with our implied EBITDA margin outlook for 2025. Now the future is a potential opportunity for us to improve upon that. Not only the core gets better, the 2024 core that moves into 2025 with mix and productivity, but we'll see how the execution goes throughout the year. And of course, there could be some challenges, inflation, things we don't know that are going to come our way. So we're just trying to account for all that in a fairly simple even though walk.

Stepping back, you have a programmatic acquisition strategy and you're executing very well on it. Given that this is one of the biggest acquisitions during your tenure, should we expect a pause going forward? And if not, do you have enough cash or sources of capital to finance future acquisitions?

Sameer, with the new credit facility in place, we have more than adequate resources to continue. As well, the businesses we have acquired are nicely – it is generating cash flow very nicely, which will continue to help us finance growth. The credit facility itself has some additional levers to help us expand if necessary. So we feel fully covered.

I think Todd briefly mentioned the presidential elections, but just if you have a crystal ball, how do you see either scenarios work out for your business?

Good luck predicting this election, obviously, but we see a huge exhale, first of all, either way with respect to just knowing. So there's a big moment that regardless of what any individual or organization would like to happen, the knowledge of what has happened moves things along, right? We believe that there will be a stabilization of concern just moving forward. I suppose I could articulate there are some pluses as well as some minuses to either for 2025, 2026, 2027 because it's about the future, right? So, that's balanced is what I would say. We look forward to being in the rearview mirror and all of us understanding what – as a result what is likely going to happen with things that are related to either side with respect to the policies.

Congrats on all the progress.

This concludes our question-and-answer session. I'd like to turn the conference back over to Todd Gleason for any closing remarks.

Great, thank you. Well, to all the participants, thanks for your interest. And of course, thanks for the questions today. We know we went through a lot of material. Again, thanks to our global teams that are delivering incredible value to our customers. We continue to protect the people, protect the environment, and protect our customers' investment in their industrial equipment. The acquisitions we've made year-to-date and we have announced for the upcoming future all aligned with that exact theme. We will be presenting at the Baird Industrials Conference on November 12th in Chicago as well as the Southwest Ideas Investor Conference in Dallas on November 21st. So for investors that are participating in those conferences, we hope to see you. If you do want to meet or reach out, please connect with our team or the conference representatives. And lastly, we look forward to speaking with you when we release our fourth quarter results in late February of next year. And with that, we'll go ahead and sign off. Thank you, have a great day.